This site uses cookies to improve your experience. To help us insure we adhere to various privacy regulations, please select your country/region of residence. If you do not select a country, we will assume you are from the United States. Select your Cookie Settings or view our Privacy Policy and Terms of Use.
Cookie Settings
Cookies and similar technologies are used on this website for proper function of the website, for tracking performance analytics and for marketing purposes. We and some of our third-party providers may use cookie data for various purposes. Please review the cookie settings below and choose your preference.
Used for the proper function of the website
Used for monitoring website traffic and interactions
Cookie Settings
Cookies and similar technologies are used on this website for proper function of the website, for tracking performance analytics and for marketing purposes. We and some of our third-party providers may use cookie data for various purposes. Please review the cookie settings below and choose your preference.
Strictly Necessary: Used for the proper function of the website
Performance/Analytics: Used for monitoring website traffic and interactions
As Finance Fridays continues, we are introducing the concept of the CapTable. This week they set out to create their captable and hire a CTO. Rather, it gets recorded in a document called the Capitalization Table (or “CapTable”), which shows the ownership stake each person or entity has in the business.
So taking the same fund raising round and assuming that the VC wants the options including before he or she funds (and before is totally standard) then the math works like this: Assuming a 15% option pool post funding then you need a 20% option pool pre funding (because the pool gets diluted by 25% also when the VC invests their money).
avoid being diluted). And if you’re not busy being crushed (diluted) you might not notice that the people above you in the captable (e.g. Angel investing has a high risk / reward profile so if you only make 5 angel investments your chances of success are greatly diminished. But it is. So know that going in.
Captables sound intimidating. Every time a startup raises capital, all common shareholders are diluted. All of the estimates displayed above are figures prior to any dilution. As stated earlier, investors will dilute ownership upon nearly every round of financing. Converting percents to cents (and dollars).
Optimize for a W more than % dilution in these circumstances. Founders hate them because they’re dilutive. If you need to clean up your own captable first – while very hard to do – it will make outside funding easier. Don’t assume that you can “just do a down round” if necessary.
of our company in exchange for the $300K, and my business partner and I each diluted from 50% ownership down to 33.3% ownership and never dilute. When fundraising for a startup, all investors dilute as additional investors join in on the deal. The deal we made with him was he’d get 33.3%
The total value of these deals might look higher than when a tech company makes an acquihire but the premium tends to go to retention rather than the captable (especially since (a) the acquirer might not be seen as an ‘attractive’ place to work and (b) there’s assumption of less equity upside post-acquisition).
This makes sense at face value: a) fundraising ranges from being a distraction to a colonoscopy + root canal, b) dilution sucks, and c) they are quantifiable attributes, easy to compare or rate good/bad. Plus, your execs, the rest of your captable, and your board often will have to deal with this person.
Know your industry’s standards and keep a controlled captable. This specific agreement didn’t state whether the 5% was on a fully diluted basis or not. No matter how experienced or well connected an outsider claims to be, ask yourself questions about the other party’s intent.
This is all incorporated into a document called a CapTable. . A captable will help you in the strategic management of business decisions. Wondering what a captable is, its importance, and how you can maintain it to expand your business? What is a captable? Let’s dive in.
Founders don’t often think about “primary&# stock vs, “fully diluted&# stock in terms of voting rights. To this day I’m still surprised how few CEOs really understand the differences between 2x liquidation preference and a liquidation preference with a 2x cap. Or what “flat spots&# on a captable are.
This is typically reflected on captables in a completely separate tab to the spreadsheet that shows the debt total by investor and then some kind of interest calculation. The problem, of course, is that their convert is already a part of their capitalization – even though it’s not reflected on the captable.
My speculation is that entrepreneurs had more options and wanted to take less dilution so the old $5 million for 33%-40% of your company no longer made sense and on the VC side it made no sense to pay $20 million pre ($25 million post, which implies the VC gets 20% of the company = 5/25). Why the latter? My personal definition?
That said, Jonathan Bragdon, General Partner, Capacity Capital , points out that Flexible VC terms “twin” well with equity: providing less dilution while still providing investor assistance. . Most Flexible VCs lead rounds and often take 100% of the round to mitigate this risk.
Instead of getting hung up on what their better-funded competition was doing, they focused on executing on their near-term goals, then setting new ones, then executing on those, and so on and so on, all the way up to a billion-dollar acquisition with very little dilution taken along the way.
When raising money from investors (angels or VC), it is critical to have a presentable and clean captable. VCs in particular typically insist on a slug of available options counting in the pre-money share total as they do not want to be diluted later by the issuance of those options. I have posted on this previously.
If the company is pre-funding or only has a small friends-and-family seed round, then the numbers should go up from there, based on expected dilution and greater risk.” Assumption: The pre-dilution amount prior to Series A should be approximately double the amount in this post-Series-A chart. Result: A fair offer would be between.8
Previous venture firms’ specific involvement on the captable should be noted here, though. Plus, any other non-standard items here should be called out, too, like non-dilutive grants, as applicable. What not to include is directly stating valuation expectations.
I understand the appeal of having many VC firms on your captable. You may feel as I did in 1999 that the more smart people around the table the more intros you’ll have, the more sage advice you’ll receive and the more impressive you’ll seem to outsiders. The Perils of Many. There – the secret is out.
Benefits: Non-dilutive, flexible credit offerings that fit SMB or enterprise SaaS. For RBI, return caps of 1.2x-1.8x Limited amount of existing debt and a clean captable”. At least 12 months of customer history, generally 20+ enterprise customers or 200+ SMB customers. Capital need of up to $1.5M over next 12 months.
Capitalization tables—”captables” for those who don’t have time for extra syllables—map the balance of power in a company. If org charts are about people power , captables are about money power. In reality, however, captables are often far more complex. What is a captable?
While there are no hard and fast rules, when we make a Series A investment we expect to own around 20% of the company on a fully-diluted basis. This problem is all the more thorny when the angel investors have the right to participate in future rounds and intend to do so in order to protect against dilution. Alarm bells.
Here is the latest edition of Finance Fridays from Brad Feld called “Introducing the CapTable and CTO” Every startup needs someone to be in charge of the CapTable. When I was General Counsel at a tech company during the 1999 bubble times, I kept the company’s CapTable.
But here is one that I want to focus on in this post: “Can I ask for undiluted stock (non dilution clause)?” I am not even sure what “undiluted stock” is, but safe to say the person (I will call him Exec X) meant stock that his equity would not be dilutable in terms of ownership. Actually, I got many questions.
My speculation is that entrepreneurs had more options and wanted to take less dilution so the old $5 million for 33%-40% of your company no longer made sense and on the VC side it made no sense to pay $20 million pre ($25 million post, which implies the VC gets 20% of the company = 5/25). Invested Interests captable venture capital'
Startup CEOs Should Test Strength of CapTable Every ~6 Months To Know Where They Stand. I rather see the difference in dilution be used to continue hiring amazing team members going forward than add a few more basis points to my ownership. Go read it and then come back here…. Because it’s better for the company overall IMO.
This is typically reflected on captables in a completely separate tab to the spreadsheet that shows the debt total by investor and then some kind of interest calculation. The problem, of course, is that their convert is already a part of their capitalization – even though it’s not reflected on the captable.
Let’s not waste time listing everything startups could be doing to more effectively manage their captables. When it comes to captable management in startup companies, it’s unrealistic to expect perfection. What does your captable need to address at each stage of growth? Defining CapTables.
All the disruption can be pretty jarring to an entrepreneur, especially in situations where the exiting partner represents the top line on your captable. You’ll often need the support – both structurally and symbolically – of some other investors on the captable to make the case for some of the ideas below to work.
The reality is lots of companies – many of them quite promising – have already undergone, or will be facing, next financings which “clean up” old captables. Whatever gets reported is just the tip of the iceberg. Sometimes these are led by outside investors and old ones will just take the impact and walk away.
You lose influence as larger investors come into the captable and start throwing their weight around. Back in 2017, Fred Wilson noted the strategic importance of the seed stage , writing: Seed is really hard. You lose way more than you win. You wait the longest for liquidity. It is where most people start out.
I’m sure you’ll start seeing some rounds that essentially should be B rounds according to what the current captable looks like, except that there’s a Series A level of progress, and about a million bucks in product overspend that didn’t really lead to a business.
Reading on, the term sheet states, “The $8 million pre-money valuation includes an option pool equal to 20% of the post-financing fully diluted capitalization.&# Update : Check out our $9 captable which calculates the effect of the option pool shuffle on your effective valuation. share to $1.00/share:
I didn’t do spreadsheet math to get there – I just figured that the economics of the round ended up with the seed round getting about 33% (the max I think most seed rounds should end up getting) and then take meaningful dilution from there. The CEO committed to doing something here, which I told him I respected.
The main reason for this, I think, is that there has been such a proliferation of convertible notes, SAFE’s, and other instruments that it becomes tough for a new investor to feel confident that they fully understand a company’s captable prior to an investment. This creates a dis-incentive to raise more than you intended.
I am a huge fan of simple captables. A captable is a written record (in Excel, for example) of who owns stock in your company. It should also provide a combined summary so that it is easy to see who owns what % of the company on a fully diluted and converted basis. I am curious to see how it works out.
A company raises $1m of seed money from angels in a convertible note with a $6m cap. Assuming equity is raised at or above that cap, the total dilution, before the new money, is 16.6% (equivalent to an equity financing of $1m at a $6m post money valuation. Here’s the scenario. It’s not pretty, but it happens.
Because if there is like a 40% dilution in an angel round, I’ve actually said to the founder, ‘do you realize you have already doomed yourself?’” –Ron Conway (at 25:12). We’ve seen a series of interesting companies in the last five years where we simply won’t bid because the captable is already destroyed.”
We don’t know how many rounds this company has raised, how many other VCs are on the captable, nor how much the founders own. 5%-10% range is much more likely after the initial round of funding and dilutes rather quickly in successive rounds as reserves for pro rata vary wildly by firm). Through our work on Indie.vc
There are two problems with early stage investing: telling how much a company is worth when truthfully, it is still worthless; and helping early-stage companies protect themselves from over dilution when they are, effectively, worthless. The note converts at a maximum valuation (cap) of $4.5mm. Two sides of the same intractable coin.
It is highly typical for a startup to have small investors on its captable. In this situation, the FFAs are diluted from an ownership percentage, but enhanced economically. Founders often raise money from friends and family and other angels. That is all well and good… and 100% normal.
3 Dilution. Those new shares are created out of thin air by the company, and will dilute all of the current stockholders. Since you still have 100,000 shares, your ownership percentage is now dropped to 0.8333% -- you just got diluted. In a startup, dilution happens, and you just need to factor it in. diluted) terms.
Founders can trade the fundraising treadmill for the freedom, control and ownership that comes with managing your captable closely. And it rewards that early, and often painful, focus on revenue and sustainability with less dilution and more optionality. Reliance on revenue keeps them close to their customers.
What happens if they don’t work out after six months, yet they hang around forever on the captable, through an equity stake they never really earned? Will you both be able to work together? What happens in hard times and when you are working under pressure? My own father had difficulties with partners in his business.
We organize all of the trending information in your field so you don't have to. Join 5,000+ users and stay up to date on the latest articles your peers are reading.
You know about us, now we want to get to know you!
Let's personalize your content
Let's get even more personalized
We recognize your account from another site in our network, please click 'Send Email' below to continue with verifying your account and setting a password.
Let's personalize your content